SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                   Form 10-QSB



(X)       Quarterly Report Pursuant to Section 13 or 15(d) of The Securities
          Exchange Act of 1934

          For the quarterly period ended June 30, 1999

( )       Transition Report Pursuant to Section 13 or 15(d) of The Securities
          Exchange Act of 1934 For the transition period from ______________
          to ________________

          Commission file number 1-14827



                      EDUCATIONAL VIDEO CONFERENCING, INC.
                        (Exact name of small business as
                            specified in its charter)

              Delaware                                 06-1488212
  (State of other jurisdiction            (IRS Employer Identification Number)
   of incorporation of organization)


                      35 East Grassy Sprain Road, Yonkers,
                         NY 10710 (Address of principal
                               executive offices)

                                 (914) 787-3500
                (Issuers's telephone number, including area code)

Indicate by check mark whether the issuer (1) has filed all reports  required to
be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days.  Yes X  No ___
                                       ---

Indicate the number of shares  outstanding  of each of the  issuer's  classes of
common stock,  as of the latest  practicable  date:  4,347,243  shares of Common
Stock as of August 1, 1999.


<PAGE>

                                Table of Contents

                                     Part I

                              Financial Information


Item 1.           Financial Statements

                                                                      Page

Balance Sheet as of June 30, 1999 (unaudited) and as of
December 31, 1998 (audited)                                              3

Statement of Operations for the three and six month periods
ended June 30, 1999 and  June 30, 1998 (unaudited)                       4

Statement of Cash Flows for the six month periods ended
June 30, 1999 and June 30, 1998 (unaudited)                              5

Notes to Financial Statements                                            6

Item 2. Management's Discussion and Analysis of Financial Condition
            And Results of Operations

Second Quarter Developments                                              7

Comparison of the three month periods ended
 June 30, 1999 and June 30, 1998                                         8

Comparison of the six month periods ended
 June 30, 1999 and June 30, 1998                                         8

Liquidity and Capital Resources                                          9

Year 2000 Compliance                                                    10

Forward-Looking Statements and Risk Factors                             10



                                     Part II

                                Other Information


Item 3. Changes in Securities and Use of Proceeds                       11

Item 6. Exhibits and Reports on Form 8-K                                11

Signatures                                                              12

Exhibit Index

                                       2
<PAGE>

                      EDUCATIONAL VIDEO CONFERENCING, INC.

                                  BALANCE SHEET
<TABLE>
<CAPTION>

                                                               June 30, 1999          December 31, 1998
                                                               -------------          -----------------
                                                                (unaudited)              (audited)
                                     Assets
<S>                                                                   <C>                    <C>

Current Assets:
  Cash and cash equivalents...................................  $12,108,165              $914,700
  Accounts receivable, net of allowance for doubtful
    accounts of  $55,000 and $35,000 respectively.............      316,059               226,776
  Prepaid expenses and other current assets...................       78,654                80,846
                                                                 -----------            ---------
Total current assets..........................................   12,502,878             1,222,322
                                                                 -----------            ---------

Property and equipment, net...................................    1,760,667             1,405,150
                                                                 ----------             ---------

Deferred Income Tax Asset, net of
  valuation allowance ........................................

Other assets    ..............................................       25,883                7 ,832
Deferred offering costs.......................................         --                 900,000
                                                                 ----------             ---------
Total assets..................................................  $14,289,428            $3,535,304
                                                                 ==========             =========

                      Liabilities and Stockholders' Equity

Current Liabilities:
  Accounts payable and accrued expenses......................     $187,098              $920,643
                                                                   -------               -------
Total current liabilities....................................      187,098               920,643
                                                                   -------               -------

Commitments
Stockholders' Equity:
  Preferred stock - $.0001 par value;
    authorized 1,000,000 shares, none issued.................
  Common  stock - $.0001 par value; authorized
     20,000,000 shares, issued and outstanding 4,347,243
     shares and 3,008,909 shares, respectively...............         435                   301
  Additional paid-in capital.................................  19,463,691             6,064,920
  Accumulated deficit........................................  (5,361,796)           (3,450,560)
                                                               ----------            -----------
  Stockholders' equity.......................................  14,102,330             2,614,661
                                                               ----------             ----------
  Total liabilities and stockholders equity.................. $14,289,428            $3,535,304
                                                               ==========             ==========



</TABLE>
                        See Notes to Financial Statements

                                       3
<PAGE>
                      EDUCATIONAL VIDEO CONFERENCING, INC.

                             STATEMENT OF OPERATIONS
                                   (unaudited)
<TABLE>
<CAPTION>
                                                         Three months ended             Six months ended
                                                       June 30,     June 30,         June 30,       June 30,
                                                          1999        1998              1999           1998
                                                        --------    ---------        --------       ---------
<S>                                                        <C>          <C>            <C>              <C>

Net revenue..................................           $192,274     $105,810        $339,795        $139,171
Interest income..............................            140,378        7,167         197,229          11,549
                                                        --------    ---------        --------         -------

Total revenue................................           332,652      112,977         537,024          150,720
                                                        -------      -------         -------         -------

Operating expenses:
  Cost of sales..............................            73,148       43,082        131,606            93,408
  Salaries and benefits......................           579,270      282,572      1,113,179           519,634
  Marketing, brochures and student
    registration costs.......................           228,705      153,991        473,332           188,672
  Professional fees..........................            29,519       16,334         60,609            38,976
  Interest and financing costs...............                -        38,832             -             85,546
  Depreciation...............................            76,154       55,424        159,999           110,194
  Other......................................           279,666       84,331        509,535           137,543
                                                        -------      -------        -------           -------

Operating expenses...........................         1,266,462      674,566      2,448,260         1,173,973
                                                      ---------      -------      ---------         ---------
Net loss.....................................         $(933,810)   $(561,589)   $(1,911,236)      $(1,023,253)
                                                      =========    =========    ===========       ===========

Basic loss per common share..................            ($0.21)      ($0.23)        ($0.49)          ($0.43)
                                                          =====      =======         ======           ======


Weighted average number of common
  shares outstanding                                  4,347,243    2,429,754      3,944,655        2,393,494
                                                      =========    =========      =========        =========
</TABLE>

                        See Notes to Financial Statements

                                       4
<PAGE>

                      EDUCATIONAL VIDEO CONFERENCING, INC.

                             STATEMENT OF CASH FLOWS
                                   (unaudited)

<TABLE>
<CAPTION>
                                                                             Six months ended
                                                               June 30, 1999                 June 30, 1998
                                                               --------------                -------------
<S>                                                                 <C>                           <C>

Cash flows from operating activities:
Net loss.................................................       $(1,911,236)                  $(1,023,253)
Adjustments to reconcile net loss to net cash used
             in operating activities:
         Depreciation....................................           159,999                       110,194
         Amortization of debt issue costs................                --                        61,427
         Allowance for doubtful accounts.................            20,000                            --

Changes in operating assets and liabilities:
         Increase in accounts receivable.................          (109,283)                    (110,628)
         Increase in subscriptions receivable............                --                   (1,211,553)
         (Increase)/decrease in prepaid expense and
               other current  assets.....................             2,192                       (9,375)
         (Increase)/decrease in other assets.............           (18,051)                       9,170
         Decrease in accounts payable and accrued
                expenses.............................              (733,545)                    (205,648)
                                                                    -------                      -------

Net cash used in operating activities....................        (2,589,924)                   (2,379,666)
                                                                  ---------                    ----------
Cash flows used in investing activity:
              Purchase of property and equipment.........          (515,516)                     (84,190)
                                                                   --------                      -------
Cash flows from financial activities:
         Net proceeds from issuance of common stock......        13,398,905                    4,766,331
         Decrease in deferred offering costs                        900,000                          --
         Repayment of notes payable......................                --                     (170,000)
                                                                  ---------                    ---------

Net cash provided by financing activities                        14,298,905                    4,596,331
                                                                 ----------                    ---------

Net increase in cash and cash equivalents................        11,193,465                    2,132,475
Cash and cash equivalents at beginning of period.........           914,700                      127,279
                                                                 ----------                    ---------
Cash and cash equivalents at end of period...............       $12,108,165                   $2,259,754
                                                                 ==========                    =========

Supplemental disclosure of cash flow information:
         Cash paid during the period for interest........             ---                     $   25,035
                                                                                                  ------

Supplemental schedule of noncash investing
   and financing activities:
         Conversion of notes payable                                  ---                     $  170,000
                                                                                                 -------
</TABLE>
                       See Notes to Financial Statements

                                       5

<PAGE>
                          Notes to Financial Statements
                                   (unaudited)

Note 1- Business and Basis of Presentation

Educational Video Conferencing, Inc. ("EVC") delivers accredited college courses
and degree programs, as well as professional development, corporate training and
other  programs,  to  corporations  and  others  by means of  interactive  video
conferencing   systems.   Interactive  video  conferencing   systems  allow  the
instructor  to see, hear and interact with students as the students see hear and
interact with the instructor and the other students at multiple  locations.  EVC
provides its customers with access to education  providers and the marketing and
administrative  services  necessary  to recruit and enroll  students and deliver
courses  and  programs  to them.  EVC  receives a fee based on tuition  payments
received by the education provider, typically after completion of courses.

The accompanying  unaudited interim  financial  statements have been prepared in
accordance with generally accepted  accounting  principles for interim financial
information and the requirements of item 310(b) of regulation S-B.  Accordingly,
certain  information  and footnote  disclosures  normally  included in financial
statements prepared in accordance with generally accepted accounting  principles
have been  condensed  or omitted  pursuant to the rules and  regulations  of the
Securities  and  Exchange  Commission.  The  financial  statements  reflect  all
adjustments  (consisting of normal recurring  adjustments) which, in the opinion
of  management,  are  necessary for a fair  presentation  of the results for the
periods shown. There have been no significant changes of accounting policy since
December 31, 1998.

EVC's  results  of  operations  for the  interim  periods  are  not  necessarily
indicative  of the results  expected  for the full fiscal year or for any future
period and should be read in conjunction with the audited  financial  statements
of EVC as of December 31, 1998 and for the year then ended and the notes thereto
in  the  prospectus   dated  February  23,  1999  that  was  included  in  EVC's
Registration Statement filed on Form SB-2 (Registration No. 333-66085).

The  information  in this report gives effect to a one-for-two  reverse split of
the common stock effective February 22, 1999.

Note 2-Initial Public Offering

See Item 3 of Part II for  information  about the use of the  proceeds  of EVC's
initial public offering that was completed in the first quarter of 1999("IPO").

Note 3-Earnings Per Share

Statement of Financial Accounting Standards ("SFAS") No 128, Earnings per Share,
requires dual  presentation  of basic earnings per share ("EPS") and diluted EPS
on the face of all statements for all entities with complex capital  structures.
Basic EPS is computed as net earnings divided by the weighted-average  number of
common  shares  outstanding  for the period.  Diluted EPS reflects the potential
dilution  that could  occur from  common  shares  issuable  through  stock based
compensation  including  stock options,  restricted  stock awards,  warrants and
other  convertible  securities.  Diluted EPS is not  presented  since the effect
would be antidilutive.

                                       6

<PAGE>

Note 4-Income Taxes

No provision for income taxes has been made for all periods  presented since EVC
had net operating losses. These net operating losses have resulted in a deferred
tax asset at June 30, 1999. Due to the uncertainty regarding the ultimate amount
of income tax benefits to be derived from EVC's net  operating  losses,  EVC has
recorded a full valuation allowance for the deferred asset as of June 30, 1999.


Item 2.  Management's Discussion and Analysis of Financial Condition and Results
         of Operations

The  following  information  should  be read in  conjunction  with  Management's
Discussion and Analysis of Financial Condition and Results of Operations and the
financial  statements  and notes  thereto for the year ended  December  31, 1998
included in EVC's prospectus dated February 23, 1999 and in conjunction with the
financial statements and notes thereto for the three and six-month periods ended
June 30, 1999 and 1998 included in Item 1 of this report.

Management  believes EVC has made substantial  progress since its initial public
offering in February 1999. A key element of its strategy continues to be signing
multi-year  contracts with institutional  employers and education  providers and
establishing  co-marketing  alliances  with major  communications  carriers,  as
quickly as possible.  Another key element of EVC's  strategy is to implement its
contracts with institutional  employers in stages by increasing,  over time, the
number of locations to which EVC delivers courses and the number of employees to
whom EVC offers courses.  This rollout strategy enables EVC to use its resources
more effectively to market to, service and sign multi-year  contracts with, more
institutional customers.

First and Second Quarter Developments

EVC signed a multi-year  agreement with Lockheed Martin  Corporation  that gives
EVC the  ability  to offer and  deliver  courses  to  employees  of more than 50
Lockheed Martin companies located throughout the United States.

EVC entered into a multi-year  agreement with Kaplan Educational  Centers,  Inc.
that  gives  EVC the  ability  to offer  and  deliver  Kaplan  SAT and GMAT test
preparation  courses and K-12  after-school  programs,  as well as insurance and
securities training and licensing  preparation courses given by Dearborn, a unit
of Kaplan's Professional  division.  EVC began delivering  Kaplan courses in the
second  quarter,  and  expects to be  delivering  Dearborn  courses in the third
quarter, of 1999.

EVC began offering and delivering courses to Rochester, New York residents under
EVC's multi-year agreement with the Rochester City School District.

As part of the EVC and AT&T co-marketing program, AT&T included with the mailing
of its AT&T's Digital. Com magazine over 65,000 EVC direct mail marketing pieces
regarding EVC's Telecommute to College Program.

EVC  announced  that  it  has  successfully  completed  the  development  of its
proprietary  network,  that significantly  facilitates  teaching classes via two
way,  multipoint video  conferencing over high-speed  Internet  connections that
include cable modems,  DSL lines and satellite  connections.  EVC is planning to
market its new  high-speed  Internet  service  over the summer and expects  this
service to begin delivering courses this fall.

EVC entered into a multi-year agreement with the Consortium for Worker Education
to provide access to a wide range of educational courses to workers in more than
36 participating union's.

                                       7

<PAGE>

EVC  also  expanded  its  community   outreach  program  by  signing  multi-year
agreements with the Jewish Community  Council of the Far Rockaway,  New York and
the New Testament  Church of God in Brooklyn , New York.  EVC's outreach program
has developed from what was initially a pilot program into a significant  source
of student course registrations.

EVC  retained  Peter J. Solomon  Company  Limited  as a  strategic  advisor  for
acquisitions and joint ventures.

Three  months  ended June 30, 1999 (second  quarter of 1999)  compared  with the
Three months ended June 30, 1998 (second quarter of 1998)

Net  revenues  increased  by 82% to $192,274  in 1999 from  $105,810 in 1998 due
primarily to a 165% increase in student  enrollment  and increases in the number
of sites where courses were delivered.  Student  enrollment  increased to 596 in
1999 from 225 in 1998.

Interest  income  increased  to  $140,378 in 1999 from $7,167 in 1998 due to the
investment of the proceeds  from the IPO.

Cost of sales increased to $73,148 in 1999 from $43,082 in 1998 due primarily to
the cost of the increased  communications  usage associated with operating EVC's
multipoint   conferencing  units,  which  enable  live,  interactive  multimedia
communications between three or more end points.

Salaries  and benefits  increased  by 105% to $579,270 in 1999 from  $282,572 in
1998  primarily  due to the  increase  in EVC  staff  to 30  employees  from  15
employees.  The 15  additional  employees  are engaged:  4 in  operations,  2 in
enrollment management, 5 in recruiting and 4 in sales.

Marketing,  brochures and student  registrations  costs increased to $228,705 in
1999 from  $153,991 in 1998 due  primarily  to costs  required  to market  EVC's
services to an increasing number of potential students.

Professional  fees  increased to $29,519 in 1999 from $16,334 in 1998  primarily
due to legal fees resulting from our becoming a public company.

Interest and financing costs of $38,832 in 1998 related to private placements in
1997 of debt that was retired in 1998.

Depreciation  increased  to $76,154 in 1999 from  $55,424 in 1998 as a result of
purchases of videoconferencing  equipment and purchases of equipment to test the
delivery of classes using our proprietary software,  that are delivered via high
speed internet connections.

Other expenses  increased to $279,666 in 1999 from $84,331 in 1998 primarily due
to: rent,  communications,  postage,  insurance,  computer expenses,  travel and
entertainment  costs,  office  expenses and investor  relations  costs that were
incurred to support EVC's growth.

Six months ended June 30, 1999 (first six months of 1999)  compared with the six
months ended June 30, 1998 (first six months of 1998)

Net  revenues  increased  by 144% to $339,795 in 1999 from  $139,171 in 1998 due
primarily to a 165% increase in student enrollment.  Most of the Company's sites
had  increases  in  student  enrollment  from 1998 to 1999.  Student  enrollment
increased to 596 in 1999 from 225 in 1998.

Interest  income  increased  to $197,229 in 1999 from $11,549 in 1998 due to the
investment of the proceeds of the IPO.

Cost of sales  increased to $131,606 in 1999 from $93,408 in 1998 due  primarily
to the cost of the increased  communications  usage  associated  with  operating
EVC's multipoint  conferencing units, which enable live,  interactive multimedia
communications between three or more end points.

                                       8
<PAGE>

Salaries and benefits  increased by 114% to  $1,113,179 in 1999 from $519,634 in
1998  primarily  due to the  increase  in EVC  staff  to 30  employees  from  15
employees.  The 15  additional  employees  are engaged:  4 in  operations,  2 in
enrollment management, 5 in recruiting and 4 in sales.

Marketing,  brochures and student  registration  costs  increased to $473,332 in
1999 from  $188,672  in 1998 due  primarily  to costs  required  to  market  our
services to an increasing number of potential students.

Professional  fees  increased to $60,609 in 1999 from $38,976  primarily  due to
legal fees resulting from our becoming a public company.

Interest and financing costs of $85,546 in 1998 related to private placements in
1997 of debt that was retired in 1998.

Depreciation  increased to $159,999 in 1999 from $110,194 in 1998 as a result of
purchases of videoconferencing  equipment and purchases of equipment to test the
delivery of classes, using our proprietary software, that are delivered via high
speed internet connections

Other expenses increased to $509,535 in 1999 from $137,543 in 1998 primarily due
to rent,  communications,  postage,  insurance,  computer  expenses,  travel and
entertainment  costs,  office  expenses and investor  relations  costs that were
incurred to support EVC's growth.

Liquidity and Capital Resources

The  gross  proceeds  from  sales  by EVC of its  common  stock  in the  IPO was
approximately $16,060,000 and the net proceeds received by EVC was approximately
$13,399,000.

Capital  expenditures  for the six  months  ended  June 30,  1999  increased  to
$515,516  compared  to $84,190  for the six months  ended  June 30,  1998.  This
increase was directly attributable to purchases of video conferencing  equipment
required at EVC's  education  providers  and at our corporate  customers'  sites
where  EVC's video  conferenced  programs  are  offered and for the  purchase of
equipment  to test EVC's  proprietary  network  that  significantly  facilitates
teaching classes via EVC's video conferencing  systems using high speed Internet
connections.  EVC will continue to use its cash resources as needed to implement
the plan of operations described in its IPO prospectus.

EVC  anticipates,  based  on  current  plans  and  assumptions  relating  to its
operations,  that the proceeds  from its IPO will be  sufficient  to satisfy its
cash  requirements  for at least the next 10 months.  After that, EVC expects to
require additional funding in order to grow. If, however, EVC is underestimating
its cash  requirements,  EVC will require  additional  debt or equity  financing
sooner.  There  can be no  assurance  that  any  such  required  debt or  equity
financing will be available on acceptable terms.

                                       9
<PAGE>

Year 2000 Compliance

The year 2000 problem is the result of a widespread  programming  technique that
causes  computer  systems to  identify a date based on the last two numbers of a
year,  with the assumption that the first two numbers of the year are "19." As a
result,  the year 2000 would be stored as "00," causing computers to incorrectly
interpret the year as 1900.  Left  uncorrected,  the year 2000 problem may cause
information  technology systems (e.g.  computer  databases) and  non-information
systems  (e.g.   elevators)  to  produce   incorrect  data  or  cease  operating
completely.

EVC  uses  recent  releases  of  "off  the  shelf"  software   applications  and
operational  programs  that are certified by the  manufacturers  to be year 2000
compliant.  EVC has  contingency  plans to deal  with  unanticipated  year  2000
problems  including backing up its database and financial and accounting records
and alternative ways of handling  scheduling problems resulting from failures of
its  multi-point  conferencing  unit.  EVC has  been  advised  by its  education
providers that they are year 2000 compliant and that they have contingency plans
in place to back up their accounting and financial records.

Publicly available information obtained by EVC about its corporate customers and
telecommunications providers indicates they are making significant efforts to be
year  2000  compliant  and are also  developing  contingency  plans to deal with
unanticipated problems.

At this time,  EVC fully expects to be year 2000 compliant and believes that its
education  providers and corporate  customers and its  significant  vendors have
taken, or are taking,  the steps necessary to be in compliance by the year 2000.
Nevertheless,  significant uncertainties remain about the affect on EVC of third
parties who are not year 2000 compliant.

Forward-Looking Statements and Risk Factors

This  Form  10-Q  contains   forward  looking   statements  that  are  based  on
management's  beliefs, as well as assumptions made by, and information currently
available to, management.  When used in this document,  the words  "anticipate",
"estimate",  "expect", "will", "could", "may", and similar words are intended to
identify forward-looking statements. Such statements reflect EVC's current views
with respect to future  events and are subject to certain  risks,  uncertainties
and  assumptions,  including,  but not limited  to, the risk that EVC  currently
relies on a limited number of education  providers for courses and  corporations
and other  entities  for  students,  the risk that  there may not be  sufficient
demand for EVC's services and the other specific risk factors described in EVC's
IPO  prospectus,  beginning  on page 5.  Should  one or more of  these  risks or
uncertainties  materialize,  or should  underlying  assumptions prove incorrect,
actual   results  may  vary   materially   from  those   anticipated   by  these
forward-looking  statements.  EVC  undertakes  no  obligation  to  update  these
forward-looking statements and information.

                                       10
<PAGE>

                                     PART II

                                OTHER INFORMATION

Item 3.  Changes in Securities and Use of Proceeds

Through June 30, 1999, the net proceeds of the IPO has been used as follows:

  Cash and investment grade obligations                    $12,108,000*
  Purchasing and installing video conferencing equipment       516,000
  Marketing                                                    340,000
  Hiring and training additional personnel                      87,000
  Other working capital                                        348,000
                                                          ------------
                                                           $13,399,000
                                                          ------------

*At June 30,1999.  Cash in non-interest bearing accounts was $12,000.

Item 6.  Exhibits and Reports on Form 8-K

The  exhibits  filed as a part of this  report  are  listed in the  accompanying
Exhibit Index.


                                       11
<PAGE>



                                   SIGNATURES


In accordance with the  requirements of the Exchange Act, the issuer caused this
report to be signed on its behalf by the undersigned, thereunto duly authorized.


                                       EDUCATIONAL VIDEO CONFERENCING, INC.




Dated: August 11, 1999                  By:/s/ Richard Goldenberg
                                           ----------------------------------
                                           Richard Goldenberg
                                           Chief Financial Officer (Principal
                                           Financial and Accounting Officer)










                                       12

<PAGE>



                      EDUCATIONAL VIDEO CONFERENCING, INC.

                                  EXHIBIT INDEX


10.34 -   EVC  and  CWE  Co-Marketing  Agreement  dated  May 21,  1999  between
          Educational  Video  Conferencing,  Inc. and the Consortium for Workers
          Education.

27    -   Financial Data Schedule
<PAGE>
                                                                   Exhibit 10.34

                                    EVC - CWE
                             CO-MARKETING AGREEMENT

       AGREEMENT  made  this 21st day of May,  1999  between  EDUCATIONAL  VIDEO
CONFERENCING,  INC., a Delaware  corporation,  with a principal address at 35 E.
Grassy Sprain Road, Yonkers,  NY 10710 (hereinafter,  "EVC"), and the CONSORTIUM
FOR WORKER EDUCATION,  a New York Not-For-Profit  corporation,  with a principal
address at 275 7th Avenue, New York, NY 10001 (hereinafter, "CWE").

       WHEREAS,  CWE is a  domestic  not-for-profit  corporation  engaged in the
business of, among other things, providing education training programs; and

       WHEREAS,  EVC  is a  domestic  corporation  engaged  in the  business  of
marketing and  distributing  educational  and training  programs via interactive
video conferencing; and

       WHEREAS, EVC has entered into agreements with colleges,  universities and
training organizations  (Educational  Providers),  pursuant to which EVC has the
right to market and distribute  certain  accredited and  non-accredited  college
courses,  degree  programs and training  programs  (Educational  Programs),  via
interactive video conference distance learning (IVC/DL) and in certain cases via
other   electronic/technology   based  delivery  methods  including  CD-ROM  and
Internet/WEB distance learning delivery methods (ET/DL); and

       WHEREAS,  the parties wish to enter into a co-marketing  agreement on the
terms and conditions hereinafter set forth,

       NOW, THEREFORE,  in consideration of the mutual covenant herein contained
and for other valuable  consideration,  the receipt and  sufficiency of which is
hereby acknowledged, the parties do agree as follows:

  1.   a)  CWE  will  advise  and  give  EVC  the  benefit  of  its   knowledge,
       information,  expertise and contacts with unions,  corporations and other
       organizations  so far as necessary to  effectuate  this  Agreement.  Such
       services will included,  but will not be limited to,  developing  markets
       for  EVC's  services.  For the  purposes  of this  Agreement,  developing
       markets shall include,  but not be limited to, directly and/or indirectly
       recruiting students to enroll in education,  professional development and
       training  programs  of  EVC's  Educational   Providers  via  IVC/DL,  and
       exercising  CWE's  best  efforts  to  develop  markets  for EVC  services
       directly,  and/or through vertical  marketing  alliances,  and/or through
       co-marketing  agreement  partners,  (hereinafter  "alliances,  agents and
       partners") with Educational  Providers which have not previously  entered
       into agreements with EVC.

       b)Student   enrollment   agreements,   and  contracts   between  EVC  and
       corporations, unions, and governmental institutions shall be on terms and
       conditions  acceptable  to EVC,  and on EVC forms when  required  by EVC.
       Vertical marketing agreements and co-marketing agreements between CWE and
       other  parties shall be subject to all the terms of this  Agreement,  and
       copies  thereof  shall be  submitted to EVC within ten days after each is
       duly executed.

                                       1
<PAGE>

  2.   CWE and EVC shall jointly develop  advertising  and marketing  brochures,
       flyers and EVC/CWE  Telecommute to College catalogs,  together with other
       appropriate advertised (hereinafter  collectively "Marketing Materials").
       All Marketing Materials and future modifications  thereof,  shall require
       the prior  written  approval of EVC,  CWE and all  Educational  Providers
       whose courses and/or  programs are mentioned  therein,  prior to printing
       and/or distribution.

  3.   a)CWE shall  identify and develop  markets,  directly  and/or  indirectly
       recruit students and establish EVC/CWE  Telecommute to College sites with
       corporations,  unions,  and other  organizations  for IVC/DL and/or ET/DL
       programs.  CWE's activities  directly and/or through  vertical  marketing
       alliances and/or through  co-marketing  agreements shall include, but not
       be limited to, making announcements of EVC programs, distributing program
       information,   distributing   information  about  admission  to  courses,
       programs or colleges and otherwise  communicating  with  prospective  and
       enrolled  students.  CWE shall also engage,  directly or  indirectly,  in
       proactively  recruiting cohort groups of students, and administering said
       Program.  Cohort  is a group  of  students  matriculated  for one  degree
       program or training program who take all their classes together.

       b)CWE,  its  alliances,  agents and partners  will  undertake no academic
       advising or  counseling.  Academic  advising  and  counseling  are herein
       defined as assessing prospective students' academic background,  planning
       programs,  evaluating transfer credits, or making decisions about student
       admissions,  progress, moral fitness, academic probation,  suspension, or
       expulsion from an EVC Educational  Provider.  This is to be distinguished
       from CWE's activities of making  announcements of programs,  distributing
       program information, distributing information about admission to courses,
       programs or colleges,  problem solving and otherwise  communication  with
       prospective and enrolled students.

       c) CWE may suggest  modifications  of existing  degree  programs  and the
       design of new  programs to meet any  special  needs of  potential  target
       markets.  Subject to demand,  EVC will use reasonable  efforts to arrange
       for agreed upon  modifications to such degree programs and/or obtain said
       new  programs  from  current  or  new  EVC  Education   Providers.   Said
       modifications  and/or  new  programs  shall  require  the  prior  written
       approval of EVC and EVC's Educational Providers.

       d)  Establishment  of  EVC/CWE  Telecommute  to College  programs  in new
       geographic communities or new program offerings require the prior written
       approval of EVC.

  4.   CWE shall have the right,  for the  duration  of this  Agreement  and any
       renewal thereof, to market,  directly and through vertical its alliances,
       agents and partners,  accredited and non-accredited  courses and programs
       listed in exhibit A to be delivered via EVC  interactive  video  distance
       learning or via ET/DL. Additional programs may be added subject to mutual
       agreement in writing by and between CWE and EVC.

                                       2
<PAGE>

  5.   Unless EVC and CWE agree otherwise in writing, the minimum class size for
       the offering of IVC/DL  courses  will be cohorts of twenty (20)  students
       over PC's equipped for desktop video conferencing (DVC/DL) or twenty (20)
       students over group video conferencing  systems located at up to four (4)
       sites.

  a)      EVC will provide  desktop video  conferencing  software and/or systems
          (EVC DVC Desktop  Learning  Systems or DVC/DL) if EVC determines it is
          appropriate   to  provide   access  for  IVC/DL  courses  to  students
          registered in EVC approved cohort degree and/or  certificate  programs
          of 5 or more courses via desktop computers.

  b)      Students taking DVC/DL courses will need appropriate  modern computers
          capable of being video enabled (e.g.,  Pentium II 400) and appropriate
          telecommunications  access (Telecom Access) (e.g.,  ISDN, DSL, ADSL or
          other  high  speed  telephone  line,  Internet,   cable  or  satellite
          service).  EVC and CWE will provide  EVC/CWE  customers  assistance in
          obtaining  said  Telecom  Access.  Subject  to  negotiation  and terms
          acceptable to EVC in writing,  EVC will provide computers equipped for
          video conferencing as well as Telecom Access.

  c)      EVC will  provide  group  IVC/DL  systems  ( EVC  IVC/DL  systems)  to
          corporate  and  institutional  customers  or  sites  with at  least 10
          approved student degree program registrations (SDPR's) in cohorts at a
          site.  Said 10 SDPR's  required for EVC to provide a EVC IVC/DL system
          do not have to be in the same cohort degree or certificate  program. A
          minimum of five  students  must be  registered  in an EVC IVC/DL  room
          system cohort group at each site,  with a minimum  number of SDPR's in
          the cohort group of no less than 20 students in four or less sites.

  d)      Except as otherwise  provided  herein,  students  registering  for EVC
          IVC/DL  courses  through  CWE will pay the same  tuition  as  students
          registering   for  the  same  courses  offered  by  the  relevant  EVC
          Educational  Provider on campus.  Except as otherwise provided herein,
          when course material and/or  telecommunication  transmission  (Telecom
          Costs)  are   bundled-in   and/or   packaged   with  the  courses,   a
          videoconferencing/telecom  fee may be  added.  In no event  shall  the
          tuition  and/or fees for students  registering  for EVC IVL/DL courses
          through CWE be higher than for any other  student  registered  for the
          same course(s) provided by EVC IVL/DL.

  e)      With respect to programs developed through CWE in federal  Empowerment
          Zones or  Enterprise  Communities  (EZ/EC),  and for  members of labor
          unions without regard to location,  EVC will exercise its best efforts
          to assist EZ/EC and  union-member  workers and residents,  who express
          interest in  registering  for EVC IVC/DL  courses,  in qualifying  for
          federal and state assistance  programs  covering up to 100% of college
          costs. Further, EVC agrees to make a particular effort to avoid adding
          a  videoconferencing/telecom  fee  applicable  to such  students  when
          Telecom Costs are bundled-in and/or packaged with a course or courses.

  6.   CWE shall assist  EVC's  Educational  Providers  obtain local or regional
       information required to maintain  accreditation for a program site and/or
       program to operate in the states wherein courses are offered and programs
       are established.

  7.   CWE will not engage or hire  faculty or any  employee on behalf of EVC or
       an EVC  Educational  Provider,  nor  shall CWE hold  itself  out to third
       parties, prospective students or faculty members as an agent, partner, or
       division of EVC or any of EVC's Educational  Providers.  CWE is solely an
       independent  entity contracting with EVC for the purposes of co-marketing
       EVC's services and developing strategic alliances.

                                       3

<PAGE>

  8.   CWE, at its sole  discretion,  directly  and/or  through  its  alliances,
       agents and  partners  shall use its best efforts to maintain a capability
       and employ  personnel  whose  duties  include  marketing  and  performing
       services  as  shall  be  necessary  to  undertake   and  complete   CWE's
       responsibilities and obligations herein in a professional and responsible
       manner.

  9.   CWE shall assist in the  distribution,  collection and  administration of
       evaluation instruments for teacher, student and EVC/CWE programs.

  10.  EVC's  Educational  Providers shall contract with all faculty employed to
       teach in degree and credit  courses and  workshops  to be  conducted  via
       IVC/DL at the sites.  Such  faculty  shall be  governed  by all rules and
       regulations of the Educational Provider, from time to time adopted.

  11.  CWE will arrange for and supervise site  coordinators for each site. Site
       coordinators will report to CWE and EVC for all functions,  including but
       not limited  to,  administrative  operation  of the site,  marketing  and
       recruitment of students.  A site  coordinator  serves as an  intermediary
       between  the  professor  and the student  (i.e.,  trained by EVC in basic
       operations of the system and acts as liaison with EVC  technical  support
       staff  in  reporting  and  resolving  basic   problems).   EVC  typically
       compensates the site program coordinator by reimbursing them for required
       class textbooks.

  12.  EVC   will   print   and    provide   CWE   with    appropriate    course
       schedule/registration  materials  and  promotional  brochures  reasonably
       required to market  programs.  CWE directly and/or through its alliances,
       agents and partners  will  distribute  said  materials  with  appropriate
       course schedule/registration material and promotional brochures necessary
       to target corporations, unions, organizations and customers.

  13.  CWE will use its best  efforts to help arrange  meetings  between EVC and
       appropriate  administrative  personnel at corporations,  unions and other
       organizations  in  order  to  coordinate  academic,   administrative  and
       financial  policies and procedures.  All Tuition and Fee payments will be
       made out to the EVC educational providers providing the course.

  14.  a)CWE shall be entitled  to receive  15%  (fifteen  percent) of the gross
       tuition  revenue  received by EVC derived  from  EVE/CWE  student  course
       registrations;  provided,  however, that CWE shall be entitled to receive
       10% (ten  percent) of the gross  tuition  revenue  received  from EVC/CWE
       financial aid based student course registrations.

       b) EVC shall pay CWE on the 20th of the month  following  receipt of said
       tuition revenue received for students registering for EVC courses through
       CWE.

  15.  CWE will  work  exclusively  with EVC to  develop  markets  and sites for
       delivery of accredited and non-accredited courses and degree programs via
       IVC/DL, DVC/DL, or ET/DL.

  16.  CWE will  assign at least one person who at all times will act as liaison
       between  CWE  and  EVC.  EVC's  designee  will be  Paul  Lieberman,  Vice
       President of Sales.
                                       4
<PAGE>

  17.  Each party shall, and does hereby agree to indemnify, hold harmless, save
       and defend the other from and against all  claims,  liabilities,  loss or
       damage  including,  but not limited to,  costs,  expenses and  attorneys'
       fees,  resulting from the actual  claimed  negligence of the other party,
       its agents or  employees,  for damage to property  or personal  injuries,
       including death at any time resulting therefrom,  sustained by any person
       or persons  which  damage or injuries  arise out of or are in  connection
       with the  development  of IVC/DL markets and  establishment  of the sites
       provided for herein.


  18.  Term of Agreement

       a) The  Basic  term of  this  Agreement  shall  be FIVE  (5)  YEARS  with
          provision  for an  additional  five (5) one (1) year  renewal  periods
          subject to the written consent to said renewal by EVC and CWE prior to
          the  expiration  of the term.  Notwithstanding  any  provision  to the
          contrary,  the 15% and 10%  obligations  specified  in Paragraph 14 a)
          above,  and  other  EVC  obligations  with  respect  to such  programs
          pursuant to the terms of this Agreement shall apply for five (5) years
          with respect to each program in a new  community,  beginning  with the
          month to which the obligation  applies,  as shall CWE's obligations to
          provide  services with respect to such programs  pursuant to the terms
          of this Agreement;  and such obligations  shall survive the Basic term
          of this Agreement.

       b) It is  understood  and  agreed  that in order to  avoid  conflicts  of
          interest  and/or  duplication  of  efforts,  CWE shall not solicit any
          corporation, union, governmental agency or any other institution known
          to CWE as an EVC Educational Provider or customer, or their employees,
          without prior written authorization of EVC's President or his designee
          in  connection  with the  provision  of providing  education  training
          programs.  In the event  that such  unauthorized  solicitation  should
          occur,  no payment  shall be due and owing to CWE for services by said
          Education Provider to customers so solicited.

       c) After no less than two years have  passed from the  effective  date of
          this  Agreement,  and upon thirty (30) days written notice to EVC, CWE
          may terminate this Agreement  without any penalty  arising  therefrom;
          provided, however, that in the case of such termination EVC shall have
          no  obligation  to make  payments  to CWE for any course  that has not
          actually begun on or before such termination date. All agreements with
          Educational Providers, unions, corporations and other organizations in
          existence at the time of such termination shall remain in effect as if
          this  Agreement  were not  terminated.  Further,  in the event of such
          termination,  CWE agrees  not to compete  with EVC for three (3) years
          following such termination date.

  19.  Any  modification  to this Agreement shall be mutually agreed upon by the
       parties hereto and shall be incorporated  in a written  amendment to this
       Agreement, signed by their respective executive officers.

  20.  No rights or obligations of CWE under this  Agreement,  including but not
       limited to the right to receive money pursuant to the terms above,  shall
       be  assignable  without  the prior  written  consent of EVC. No rights or
       obligations of EVC under this Agreement, including but not limited to the
       obligations  to provide  distance  learning  courses  and  provide  video
       conferencing software and systems,  pursuant to the terms above, shall be
       assignable without the prior written consent of CWE.

                                       5

<PAGE>

  21.  This  Agreement  shall be  binding  upon and inure to the  benefit of the
       parties.

  22.  Any notice or other  communication  required or  permitted  to be given a
       party  hereunder  shall be in writing and service thereof shall be deemed
       completed when personally delivered or if sent by registered or certified
       mail five (5) days after the date of posting in the U.S. mail, a properly
       addressed  envelope  containing such notice to the party.  The respective
       initial address of the parties shall be as follows:

       Educational Video Conferencing,  Inc.
       Attn: Dr. John J. McGrath,  President
       35 East Grassy Sprain Road
       Yonkers, NY 10710

       Consortium for Worker  Education
       Attn:  Robert G. Norris, Deputy Executive Director
       275 7th Avenue, 27th Floor
       New York, NY 10001

       Notice  may be sent to such  other  address  as may from  time to time be
       designated in writing by the  respective  parties,  with notice of change
       provided in the manner aforesaid.

  23.  The laws of the  State  of New  York  shall  govern  the  interpretation,
       performance and enforcement of this Agreement.

  24.  The  parties  hereto  shall not be liable to the other or any third party
       for any  failure  to  perform  their  respective  obligations  under this
       Agreement  due   to  any  cause  not  withing their  respective  control,
       including, but in no way of limitation to fire, strike or Acts of God.

  25.  This Agreement  embodies the complete  agreement  between the parties and
       supersedes all proposals,  correspondence,  and conversations  heretofore
       made or had by or between the parties hereto.

  26.  The waiver by either CWE or EVC of any breach, or of any term,  condition
       or agreement  herein, or of a right of termination  hereunder,  shall not
       thereafter be deemed to be a waiver of any subsequent  breach,  or of the
       same, or any other term,  condition or agreement  herein, or of the same,
       or any other right of termination hereunder.

  27.  This  Agreement may be executed in  counterpart  copies,  and such copies
       shall  thereupon  be exchanged so that each party will have a copy of the
       Agreement  signed by the  other.  All such  counterpart  copies  shall be
       deemed originals of this Agreement.

       IN WITNESS  WHEREOF,  the parties have executed this Agreement on the day
       and year first above written.



       CONSORTIUM FOR WORKER                      EDUCATIONAL VIDEO
       EDUCATION                                  CONFERENCING, INC.


       By:/s/ Robert G. Norris                   By:/s/ John J. McGrath
          -------------------------                 ------------------------
          Robert G. Norris                          Dr. John J. McGrath
          Deputy Executive Director                 President